PRIME FOCUS TECHNOLOGIES INC. Notes to Standalone financial statements

Transcription

1 Notes to Standalone financial statements 1. Corporate Information Prime Focus Technologies Inc. ("the Holding Company") was incorporated on 21st February, 2013 in USA. Prime Focus Technologies Private Limited being the interediate holding company and Prime Focus Limited being the ultimate holding company. 2. Statement of significant accounting policies a. Statement of Compliance Financial Statements have been prepared in accordance with the accounting principles generally accepted in India including Indian Accounting Standards (Ind AS) prescribed under the section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Accounting Standards) Amendment Rules, The aforesaid financial statements have been approved bythe Board of Directors in the meeting held on 22 May For all periods up to and including the year ended 31 March 2017, the Company prepared its Standalone financial statements in accordance with requirements of the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 ( Previous GAAP ). These are the first Ind AS Standalone Financial Statements of the Company. The date of transition to Ind AS is 1 April, below for the details of first-time adoption exemptions availed by the Company. b. Basis of Prepartion and presentation In accordance with the notification issued by the Ministry of Corporate Affairs, the Company is required to prepare its Standalone Financial Statements as per the Indian Accounting Standards ( Ind AS ) prescribed under section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Accounting Standards) Amendment Rules, 2016 with effect from 1 April, Accordingly, the Company has prepared these Financial Statements which comprise the Balance Sheet as at 31 March, 2017, the Statement of Profit and Loss, the Statements of Cash Flows and the Statement of Changes in Equity for the year ended 31 March, 2017, and accounting policies and other explanatory information (together hereinafter referred to as financial statements ). The Standalone Financial Statements have been prepared on the historical cost basis. c. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Accounting estimates change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements. d. Borrowing cost Borrowing costs include interest, amortisation of ancillary costs incurred in connection with the arrangement of borrowing and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs relating to acquisition or construction of qualifying assets which takes substantial period of time to get ready for its intended use are capitalised to the extent they relate to the period till such assets are ready to be put to use. All other borrowing costs are expensed in the period in which they occur. e. Foreign currencies Initial recognition Foreign Currency transactions are recorded in the reporting currency, byapplying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. Conversion At the period end, foreign currency monetary items are reported using the closing exchange rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction Exchange differences Exchange differences are recognised as income or expenses in the period in which they arise except in case of exchange differences arising on long term foreign currency monetary items related to acquisition of fixed assets which are capitalised and depreciated over the remaining useful life of assets.

2 f. Tangible fixed assets Fixed assets are stated at cost of acquisition or construction. They are stated at historical cost less accumulated depreciation and impairment loss, if any. The cost comprises the purchase price and any directly attributable cost of bringing the asset to its working condition for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standards of performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred. Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised. g. Depreciation Depreciation on tangible fixed assets is provided using the Straight Line Method (SLM) as per the useful lives of the assets Cost of Leasehold improvements is amortised over a period of lease h. Impairment The carrying values of assets are reviewed at each Balance Sheet date for impairment. If any indicators of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the higher of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, except in case of revalued assets i. Leases Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease term at the lower of the fair value of the leased property and present value of minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as finance costs in the Statement of Profit and Loss. Lease management fees, legal charges and other initial direct costs of lease are capitalised. Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are classified as operating leases. Operating lease payments are recognised as an expense in the Statement of Profit and Loss on a straight line basis over the leased term. j. Revenue recognition Revenue comprises the fair value of the consideration for the sale of services and products in the ordinary course of the Company s activities. Revenue is shown net of applicable taxes. The Company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Company and no significant uncertainty exists as to its determination or realisation. The Company bases its estimates on empirical evidence of the past taking into consideration the type of transaction, the type of customer and the specifics of each arrangement. Revenue on time-and-material contracts are recognised as the related services are performed and the revenues from the end of the last billing to the balance sheet date are recognised as unbilled revenues. Revenue from services provided under fixed price contracts, where the outcome can be estimated reliably, is recognised following the percentage of completion method, where revenue is recognised in proportion to the progress of the contract activity. The progress of the contract activity is usually determined as a proportion of hours spent up to the balance sheet date, which bears to the total hours estimated for the contract. If losses are expected on contracts these are recognised when such loses become evident. Unbilled revenue is included within other current assets and billing in advance is included as deferred revenue in other current liabilities.

3 k. Income taxes Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier year. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realised. The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available. l. Earnings per share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. m. Provisions and contingencies A provision is recognised when the Company has a legal and constructive obligation as a result of a past event, for which it is probable that cash outflow will be required and a reliable estimate can be made of the amount of the obligation. A contingent liability is disclosed when the Company has a possible or present obligation where it is not probable that an outflow of resources will be required to settle it. Contingent assets are neither recognised nor disclosed. n. Retirement and other employee benefits Defined contribution plan Provident fund: The Company contributes towards provident fund and family pension fund. Liability in respect thereof is determined on the basis of contribution as required under the Statute / Rules. Defined benefit plan Gratuity: Provision for gratuity is made based upon the actuarial valuation done at the end of every financial year using Projected Unit Credit Method Major drivers in actuarial assumptions, typically, are years of services and employees compensation. Gains and losses on changes in actuarial assumptions are accounted for in the Statement of Profit and Loss. o. Cash flow statement Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information

4 Prime Focus Technologies Inc. NOTE 3 Non Current Assets : (Current Year) Asset category Gross Block Acquisition Additions Deductions For the Period Depreciation Property, plant and equipment Leasehold Improvements 1,287, ,091-1,430, , , , , ,861 Computer Hardware 1,860, ,890-1,997,833 1,133, ,590-1,570, , ,368 Furniture and fixtures 371, , ,251 8, ,183 46,623 55,554 Office equipment 7,644, ,422-7,779,291 7,435, ,629-7,618, , ,409 TOTAL 11,164, ,403-11,579,122 9,571, ,216-10,383,738 1,195,383 1,593,192 Goodwill 13,816, ,816, ,816,555 13,816,555 Other intangible assets Softwares 1,885,515-4,299,463-6,184, , ,306-1,178,309 5,006,669 1,006,512 TOTAL 1,885,515-4,299,463-6,184, , ,306-1,178,309 5,006,669 1,006,512 Deductions Upto Net Block NOTE 3 Non Current Assets : (Previous Year) FIXED ASSETS Asset category Gross Block Depreciation Net Block Upto Acquisition Additions Deductions For the Period Deductions Property, plant and equipment Leasehold Improvements 1,287, ,287, , , , , ,413 Computer Hardware 1,784,901-76,042-1,860, , ,020-1,133, ,370 1,085,348 Furniture and fixtures 371, , ,656 8, ,251 55,555 64,150 Office equipment 7,628,411-16,458-7,644,869 7,268, ,131-7,435, , ,082 TOTAL 11,072,219-92,500-11,164,719 8,849, ,296-9,571,522 1,593,197 2,222,993 Goodwill 13,816, ,816, ,816,555 13,816,555 Other intangible assets Softwares 1,873,565-11,950-1,885, , , ,003 1,006,512 1,277,620 TOTAL 1,873,565-11,950-1,885, , , ,003 1,006,512 1,277, Computer Hardware includes assets taken on Finance Lease. Gross Block includes $ 1,250,657 (Previous Year - $ 1,202,444), Depreciation during the year is $ 402,959. Accumulated depreciation is $ (Previous Year - $ 515,313) and Net Block is $ ( Previous Year - $ 687,131 )

5 Inventories Tapes - 8,597 9,598 Total - 8,597 9,598 5 Trade receivables (Unsecured and Considered Good) Others 2,021, , ,336 Total 2,021, , ,336 6 Cash and cash equivalents Cash on hand Balances with banks on current account 133, , ,179 Total 133, , ,493 7 Other balances with Banks Total Loans Total Others Advance to group company 756, , ,747 Deposits 66, Unbilled Income ,363 48,543 Total 823, , , Other current assets (Unsecured and considered good) Prepaid expenses 334, , ,536 Loans to Fellow Subsidiaries Others 13,252 10,000 - Total 347, , ,536

6 Note 11 : Equity Share capital Number of Shares Amount in USD March 31, 2017 March 31, 2016 April 1, 2015 March 31, 2017 March 31, 2016 April 1, 2015 Authorised shares: Equity Shares of $ 0.01 Each 1,600 1,600 1, Issued, subscribed and paid-up: Equity Shares of $ 0.01 Each 1,600 1,600 1, Total 1,600 1,600 1, Movement in equity share capital Number of Shares Amount March 31, 2017 March 31, 2016 April 1, 2015 March 31, 2017 March 31, 2016 April 1, 2015 Equity Shares as at 1 April 1,600 1, Changes during the year - - 1, Equity Shares as at 31 March 1,600 1,600 1, Details of Shareholders holding more than 5% shares in the company March 31, 2017 March 31, 2016 April 1, 2015 No of shares % No of shares % No of shares % Prime Focus Technologies Limited 1, , ,600 1 Note 12 :Other Equity in USD March 31, 2017 March 31, 2016 April 1, 2015 Securities premium account Balance at the beginning of the year 1,499,985 1,499,985 - Add : Premium on issue of equity shares during the year - - 1,499,985 Less : Expenses on issue of equity shares / debentures Less : Premium on redemption of bonds/ debentures (net of t ,499,985 1,499,985 1,499,985 General reserve Balance at the beginning of the year Surplus in the statement of profit and loss As per last balance sheet (7,545,001) (5,210,985) 398,644 Adjustment to depreciation to comply with group accounting policies (Refer note 9.2) (41,265) Add: (Loss) / profit for the year 152,397 (2,334,016) (5,568,364) (7,392,604) (7,545,001) (5,210,985) (5,892,619) (6,045,016) (3,711,000)

7 Non Current Liabilities Financial Liabilities 13 (i) Borrowings a) (Secured) Term loans From a bank [Refer note 13.1] 3,500,000 4,000,000 4,000,000 Other loan and advances Finance lease obligation [Refer note 13.2] 594, ,045 1,047,436 b) (Unsecured) Loan from a related party [Refer note 13.3 and 31] - 688, ,608 4,094,916 5,495,797 5,982,044 Less: Current maturity [Refer note 19] 2,741,001 3,447,228 1,075,900 Total 1,353,915 2,048,569 4,906, Term loans are secured by: a) Exclusive first charge on all assets including current assets of the holding company, cash margin, escrow of receivables, pledge of shares of holding company and one of subsidiary company, pledge of certain shares of intermediate holding company and of ultimate holding company both backed by non disposal undertaking, corporate guarantee of intermediate holding company and personal guarantee of the promoter of ultimate holding company. b) Term loan facility 1 of USD 2,000,000 is repayable in 4 yearly equal installments 1st Installment of USD 500,000 paid in nd Installment is due on and facility 2 of USD 2,000,000 on on bullet payment basis. c) Interest rate on term loans are based on 6 months libor plus 450 basis points Lease obligations towards assets acquired under finance leases: With in one year Total minimum lease payments outstanding 262, , ,082 Future interest on outstanding lease payments 21,162 36,764 51,509 Present value of minimum lease payments 241, , ,573 Later than one year and later than five years Total minimum lease payments outstanding 368, , ,682 Future interest on outstanding lease payments 14,593 35,756 69,819 Present value of minimum lease payments 353, , ,863 Finance lease obligations are secured by hypothecation of computer hardware taken on lease. Rate of interest ranges from 0% to 13.55% p.a. with maturity profile of 5 years Unsecured term loans taken from a related party are repayable over a period of 3 years carrying p.a. 14 Others Deferred lease rent payable 365, , ,933 Others* 2,200,000 10,079,000 10,879,000 Total 2,565,358 10,562,069 11,453,933.0 * represents payable to Sample Digital Holdings LLC in respect of acquisition of business. 15 Deferred tax liability (net) 16 Provisions Total Total Other non-current liabilities - 483,750 - Total - 483,750 -

8 Current liabilities Financial liabilities Borrowings (Unsecured) Loan from related party [Refer note 31] 5,485,414 2,765, ,000 Total 5,485,414 2,765, , a Unsecured loan taken from related party is repayable on demand with rate of 5% p.a. 19 Current maturity of long-term borrowings: a) Loan from a related party [Refer note 5] - 688, ,328 b) Finance lease obligation [Refer note 5] 241, , ,572 c) Term Loan from Bank [Refer note 5] 2,500,000 2,500,000 - Total 2,741,001 3,447,228 1,075, Trade payables Trade Payables 342, , ,323 Trade Payables to related party (Refer Note 31) 9,125, , ,198 Total 9,468, , , Others Advance received from clients - - 8,710 Accrued salaries and benefits 102, , ,615 Other Payables Stautory Dues Payable 52, Advance from Group Companies - 6,663,546 4,785,783 Current portion of deferred lease rent 109,608 91,864 56,376 Current portion of deferred Revenue - 163,000 - Interest accrued but not due 161,806-59,890 Others* 7,186, Total 7,612,826 7,254,133 5,260,375 * represents payable to Sample Digital Holdings LLC in respect of acquisition of business. 22 Provisions Provision for Electricity Expenses 10,503 - Provision for Audit Fees - 19,000 11,750 Provision for Expenses - 13,635 4,748 Total 10,503 32,635 16,498

9 For the year ended March 31 Note 2017 USD 2016 USD 23 Employee benefits expense Salaries, bonus and allowances (Refe note no. 21) 1,835,109 2,291,594 Contribution to defined contribution plans, etc. 325, ,552 Recruitment and Other Payroll Cost - 22,231 Staff welfare expenses 55,112 49,547 Total 2,215,851 2,600, Other expenses Communication expenses 47, ,092 Consumables and consumable stores 68,895 91,054 Selling and marketing expenses 319, ,210 Rent and equipment hire charges [Refer note 20] 864, ,301 Traveling and conveyance [Refer note 21] 116,245 44,405 Insurance expenses 84,944 38,363 Legal and professional fees 49,274 25,692 Repairs and maintenance - Building 8,401 13,787 Repairs and maintenance - equipment 125,334 16,662 Printing and Stationery 2,667 12,303 Rates and taxes 29,047 19,098 Audit fees - - Bad debts written off - - Management Cost - 151,874 House-keeping charges 23,510 27,024 Advertisement and publicity - - Parking Expenses - 31,823 Miscellaneous expenses 115,729 49,938 Total 1,855,264 1,736, Finance costs Interest on term loan from banks 137, ,927 Interest on working capital loans 115,466 96,758 Interest on finance lease 41,471 54,317 Interest on loan from holding company (Refer note no. 23) 216, ,259 Interest on loan from fellow subsidiary (Refer note no. 23) 34,767 61,908 Interest on others 27,670 - Bank charges 54,974 29,410 Total 628, ,580

10 Note 26 Commitments Ultimate and intermediate holding company has given non disposal undertaking of certain percentage of its holding in the holding company for availing the term loan facilities by the Group to one of the lender. For the year ended March USD USD 27 Earning per Common stock (EPS) EPS is calculated by dividing the profit/ (loss) attributable to the common stock holders by the weighted average number of common stock outstanding during the year, as under: a) Net profit / (loss) for the year attributable to common stock shareholders for basic EPS 152,397 (2,334,016) b) Weighted average number of common stock shares outstanding during the year (for calculating basic EPS) 1,600 1,600 c) Basic EPS 95 (1,459) d) Nominal Value Per Share Note: There are no dilutive potential equity shares. Hence diluted EPS is equal to basic EPS 28 Leases The Group has taken certain assets (Premises and Furniture and Fixtures) on cancellable operating lease for the period of 12 to 127 months. Lease payments recognized in the Statement of Profit and Loss for the year in respect thereof aggregate 864, , Intangible asset under development During the year, the Group has capitalized the following expenses of revenue nature to the cost of intangible asset under development (Software) Consequently, expenses disclosed under the respective heads are net of the amounts capitalized by the Group. Opening balance 2,729,574 1,376,968 Add: Expenses incurred during the year: Employee benefit expenses 1,301,028 1,299,808 Software testing and design charges 189,360 43,175 Travelling expenses - 9,623 Less : Assets under development Capitalised During the Year (4,219,962) - Closing balance (0) 2,729, Segment information The Group is engaged in the business of providing digital technological solutions, Media ERP, Digital Content processing clients in North America. Accordingly, there is a single business and geographical segment.

11 Note 31 Related party disclosure: (i) List of related parties with whom transactions have taken place during the year: Prime Focus Limited- Ultimate Holding Company (control exists) Prime Focus Technologies Private Limited- Intermediate Holding Company (control exists) Prime Focus North America Inc. - Fellow subsidiary Prime Focus Technologies UK Limited- Fellow subsidiary VTR Post Limited (formerly known as Prime Focus Post Limited)- Fellow subsidiary Prime Focus Creative Services Canada Inc.- Fellow subsidiary Prime Focus International Services UK Limited - Fellow subsidiary Reliance Lowry Digital Imaging Services, Inc. - Fellow subsidiary Naresh Malhotra- Key Management Personnel of Ultimate Holding Company in USD For the year ended March (ii) Particulars of related party transactions: Ultimate Holding Company-Prime Focus Limited Management recharge - - Balance outstanding at the year end- credit (net) 118, ,724 Intermediate Holding Company Prime Focus Technologies Private Limited Technical services charges 653, ,009 Short term loan taken 1,750,000 2,350,000 Repayment of short term loan 839, ,281 Purchase of assets - - Reimbursement of expenses (net) 29,794 13,564 Interest on loan 218,882 34,689 Corporate guarantee given to banks for credit facilities taken (Guarantees given jointly with Ultimate Holding Company) 3,500,000 4,000,000 Balance outstanding at the year end- credit (net) 4,830,953 3,018,713 Subsidiary Company a) DAX PFT, LLC Loans and Advances 8,621,519 2,467,275 Balance outstanding at the year end- credit (net) 11,088,794 2,467,275 b) DAX Cloud, ULC Reimbursement of expenses (net) (1,187,860) 548,146 Advances Received / Given (net) 486,759 Balance outstanding at the year end- credit (net) (152,954) 548,146 Fellow Subsidiary Companies a) Prime Focus North America Inc. Repayment of term loan 1,070, ,176 Interest on loans - 51,102 Reimbursement of expenses (net) 346, ,381 Balance outstanding at the year end- credit (net) 113, ,873 b) Prime Focus Technologies UK Limited Short term loan taken 1,521, ,656 Repayment of short term loan 547, ,069 Interest on loans 25,959 10,806 Recovery of expenses (net) 1,692 - Balance outstanding at the year end- credit (net) 1,059,461 57,691 13,219,018 c) VTR Post Limited Technical services charges - - Balance outstanding at the year end- credit - - d) Prime Focus International Services UK Limited Advances Received / Given (net) 35,000 Balance outstanding at the year end- credit (net) 35,000 35,000 e) Prime Focus Creative Services Canada Inc. Advances Received / Given (net) 59,980 Balance outstanding at the year end- credit (net) 59,980 59,980 f) Reliance Lowry Digital Imaging Services, Inc. Advances Received / Given (net) 59, ,341 Management Recharge - 151,874 Balance outstanding at the year end- credit (net) 750, ,215 Key Management Personnel of Ultimate Holding Company - Naresh Malhotra Personal guarantee given to banks for credit facilities taken 3,500,000 4,000,000 (iii) There are no provisions for doubtful debts or amounts written off or written back in respect of debts due from / to related parties.

12 Note : 32. Fair Value Measurements in USD March 31 March Carrying Value Fair Value A. Financial Assets: Measured at amortised cost Trade receivables 2,021, , ,336 2,021, , ,336 Cash and cash equivalents 133, , , , , ,493 Other financial assets 823, , , , , ,290 Total financial assets measured at amortised cost 2,978,098 1,778,284 1,481,119 2,978,098 1,778,284 1,481,119 B. Financial Liabilities: Measured at amortised cost Borrowings 8,226,414 6,212,895 1,705,900 8,226,414 6,212,895 1,705,900 Trade payables 9,468, , ,521 9,468, , ,521 Other financial liabilities 7,612,826 7,254,133 5,260,375 7,612,826 7,254,133 5,260,375 Total financial liabilities measured at amortised cost 25,307,454 14,281,919 7,903,795 25,307,454 14,281,919 7,903,795 The management assessed that the fair value of cash and cash equivalents, trade receivables, borrowings, trade payables & other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. Capital Risk Management The company s objectives when managing capital are to safeguard the company s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The company management sets the amounts of capital required in proportion to risk. The company manages its capital structure and makes adjustments to it in light of changes in economic conditions and risk characteristics of the underlying assets. The company is not subject to any externally imposed capital requirements. a) Financial risk management The company is exposed through its operations to the following financial risks: Credit risk Liquidity risk Market risk i) Credit Risk Cash and cash equivalents Cash is held with various financial institutions at March 31, The total amount of cash and cash equivalents as of March 31, 2017 is USD ii) Liquidity Risk Liquidity risk is the risk that the company is unable to meet its payment obligations associated with its financial liabilities when they fall due. Ultimate responsibility for liquidity risk management rests with the Management, which has developed a liquidity management forecasting process which aims to ensure that the company has sufficient cash at all times to meet liabilities as they fall due. The following analysis sets out the maturities of financial assets and liabilities.

13 Liquidity Risk At 31 March 2017 Less than 3 months Between 3 and 12 months More than 12 months Total Current financial assets Trade receivables 2,021, ,021,229 Cash and cash equivalents 133, ,515 Other financial assets 10, , ,354 2,165, ,969-2,978,098 Current financial liabilities Borrowings 2,741,001 5,485,414-8,226,414 Trade payables 9,468, ,468,213 Other financial liabilities 1,094,120 6,518,706-7,612,826 13,303,334 12,004,120-25,307,454 At 31 March 2016 Less than 3 months Between 3 and 12 months More than 12 months Total Current financial assets Trade receivables 765, ,301 Cash and cash equivalents 190, ,405 Other financial assets 12, , , , ,215-1,778,284 Current financial liabilities Borrowings 3,447,228 2,765,667-6,212,895 Trade payables 814, ,891 Other financial liabilities 7,254, ,254,133 11,516,252 2,765,667-14,281,919 At 31 March 2015 Less than 3 months Between 3 and 12 months More than 12 months Total Current financial assets Trade receivables 744, ,336 Cash and cash equivalents 161, ,493 Other financial assets 575, ,290 1,481, ,481,119 Current financial liabilities Borrowings - 1,705,900-1,705,900 Trade payables 937, ,521 Other financial liabilities - 5,260,375-5,260, ,521 6,966,275-7,903,795

14 Note PRIME FOCUS TECHNOLOGIES INC. 33 Employee Stock Option Plan / Employee Stock Option Scheme Prime Focus Technologies Private Limited, the intermediate holding company has created an Employee Stock Option Scheme 2012 (ESOP- 2012) for the benefits of employees including of its subsidiary companies. Table of stock options with vesting option, vesting period, exercise price and exercise period: Part A Vesting Exercise Option Period Period Price (USD) 10, Not more than 3 years from vesting , Not more than 3 years from vesting , Not more than 3 years from vesting , Not more than 3 years from vesting , Not more than 3 years from vesting , Not more than 3 years from vesting , Not more than 3 years from vesting The aforesaid options will be vested to eligible employees on satisfaction of vesting conditions as defined under ESOP Part B Vesting Exercise Option Period Shorter Period Price (USD) a) Up to maximum 20,100 within 45 days of Within 75 days of b) Additional 4,020 subject to maximum of 20,100 within 45 days of Within 75 days of The aforesaid options will be vested to eligible employees on achieving Earn-out Gross Product Revenue defined under ESOP The Group does not have vested stock options as of 31st March, The intermediate holding company has not recharged any expenses towards ESOP-2012 to the Group. 34 Previous year's figures have been regrouped / reclassified wherever necesaary to corresponds with the current year's classification / disclosure. For and on behalf of the Board of Directors Ramakrishanan Sankarnarayanan Director